UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 50293 / August 31, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11622

In the Matter of

MERRELL W. WILLIAMS
and
TIMOTHY C. OLK,

Respondent.

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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Merrell W. Williams ("Williams") and Timothy C. Olk ("Olk") (collectively, "Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement (the "Offers") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over them and the subject matter of these proceedings, and the findings contained in Section III.2, below, which are admitted by Williams and Olk, Respondents consent to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and the Respondents' Offers, the Commission finds that:

1. Between April 1998 and July 2000, Williams was the president of Greenline Capital Corporation. In that capacity, he sold approximately $2 million of securities, in the form of Greenline-sponsored limited partnerships. Olk, age 56, acted as a sales agent for Greenline Capital Corporation. In that capacity, on behalf of Greenline, he sold securities, in the form of Greenline-sponsored limited partnerships. In so doing, they participated at key points in the distribution of those securities. Olk received compensation in the approximate amount of $150,000 and Williams misappropriated approximately $1.3 million of investor funds. At the time they made these sales, neither Williams nor Olk was registered with the Commission as a broker, or associated with a registered broker-dealer.

2. On May 14, 2003, the Commission filed a complaint against Williams, Olk and another defendant in SEC v. Greenline Capital Corp., et al. (Civil Action No. 3:03-CV-1033-R, in the United States District Court for the Northern District of Texas. On August 10, 2004, a final judgment was entered by consent against Williams, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. On August 11, 2004, a final judgment was entered by consent against Olk, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder.

3. The Commission's complaint alleged, among other things, that the named defendants, between April 1998 and July 2000, raised approximately $2.1 million from 25 investors in Texas and Michigan through sales of securities, in the form of limited partner interests in Greenline-sponsored partnerships. The partnerships were purportedly in the business of purchasing used car notes with investors' funds. In selling these securities, Williams, Olk and the other defendant made materially false and misleading statements and omissions regarding the use of investor proceeds, and the potential return on, and liquidity and risk of the Greenline investment. At the time they made these sales, Williams and Olk were not registered with the Commission as a broker, or associated with a registered broker-dealer.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondents' Offers.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act that Respondents Williams and Olk be, and hereby are barred from association with any broker or dealer;

Any reapplication for association by either Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.